Paratek Technology definition
Examples of Paratek Technology in a sentence
Paratek shall have sole and exclusive ownership of all right, title and interest on a worldwide basis in and to any and all Paratek Technology and Paratek Patent Rights, with full rights to license or sublicense, subject to the obligations and licenses to WCCI as set forth herein.
Subject to the terms and conditions of this Agreement, Paratek hereby grants to Zai, during the Term, an exclusive (subject to the Retained Rights and Section 2.5(c)), royalty-bearing license under the Paratek Technology to Exploit the Licensed Product in the Field in the Territory, including the right to grant sublicenses (subject to Section 2.4).
For further clarity, Paratek will not grant a license after the Effective Date and during the Term that will diminish the Paratek Technology Controlled by Paratek that is exclusively licensed to Zai.
WCCI shall receive no rights to utilize Paratek Technology, or rights with respect to use of Paratek Technology, except as expressly set forth herein.
For the avoidance of doubt, the license granted pursuant to this Section 2.1 will extend only to the Paratek Technology Controlled by Paratek during the Term, and to the extent any Paratek Technology is no longer Controlled by Paratek, such Paratek Technology will no longer be licensed to Zai.
For the avoidance of doubt, the Retained Rights exclude the right under the Paratek Technology to Develop or Commercialize the Compound or Licensed Product in the Territory, and Paratek will not undertake such Development or Commercialization without Zai’s express prior written consent.
Without limiting the foregoing and subject to the licenses and other rights granted to WCCI pursuant to this Agreement, Paratek shall be the sole owner of all Patent Rights, all trade secret rights, all know-how and any other intellectual property rights in the Paratek Technology, including the sole and exclusive right to exclude others from making, using, selling, offering for sale or importing the Paratek Technology or any products that consist of, or incorporate, any Paratek Technology.
For clarity, in such event the foregoing shall only affect Paratek Technology Controlled by Paratek pursuant to the Tufts Agreement, and the license granted by Paratek to Zai with respect to all other Paratek Technology shall in such an event remain exclusive.
Notwithstanding anything to the contrary in this Agreement, Paratek hereby expressly retains, on behalf of itself (and its Affiliates, licensees, and sublicensees) the non-exclusive rights under the Paratek Technology to Manufacture the Compound and Licensed Product in the Territory in compliance with Applicable Laws and to support the Development and Commercialization of the Compound and Licensed Product outside of the Territory (the “Retained Rights”).
Neither Borrower nor, to the Knowledge of Borrower, the Licensee, has taken any action or omitted to take any action that would adversely impact the right of Lender to take a security interest in the License Agreement, the Royalty Interest or the Paratek Technology.